UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Canadian National Railway Company |
| (Name of Issuer) |
Common Shares, no par value |
| (Title of Class of Securities) |
136375102 |
| (CUSIP Number) |
December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 136375102 | SCHEDULE 13G | Page 2 of 6 |
| 1 |
NAME OF REPORTING PERSON
Melinda French Gates |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
12,289,325 |
| 6 |
SHARED VOTING POWER
54,826,786 | |
| 7 |
SOLE DISPOSITIVE POWER
12,289,325 | |
| 8 |
SHARED DISPOSITIVE POWER
54,826,786 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,116,111 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 136375102 | SCHEDULE 13G | Page 3 of 6 |
| Item 1. | (a) Name of Issuer | |
Canadian National Railway Company (the “Issuer”) | ||
| (b) Address of Issuer’s Principal Executive Offices | ||
935 De La Gauchetiere Street West | ||
Montreal, Quebec | ||
| Canada, H3B 2M9 | ||
| Item 2. | (a) Name of Person Filing | |
| This statement is being filed by Melinda French Gates. | ||
| (b) Address of Principal Business Office or, if none, Residence | ||
| 500 Fifth Avenue North, Seattle, Washington 98109. | ||
| (c) Citizenship | ||
United States of America | ||
| (d) Title of Class of Securities | ||
| Common Shares, no par value | ||
| (e) CUSIP No. | ||
| 136375102 | ||
| CUSIP No. 136375102 | SCHEDULE 13G | Page 4 of 6 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable; | |
| CUSIP No. 136375102 | SCHEDULE 13G | Page 5 of 6 |
| Item 4. | Ownership |
| (a) Amount Beneficially Owned: See Row 9 of the cover sheet. | |
| (b) Percent of Class: See Row 11 of the cover sheet. | |
| (c) Number of shares as to which the person has: | |
|
(i) Sole power to vote or to direct the vote: See Row 5 of the cover sheet. (ii) Shared power to vote or to direct the vote: See Row 6 of the cover sheet. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of the cover sheet. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of the cover sheet. | |
Shares over which Ms. French Gates exercises sole power includes Common Shares held directly by Ms. French Gates and through accounts for which Ms. French Gates may be deemed to have sole beneficial ownership for purposes of Rule 13d-3 under the Securities Exchange Act of 1934,as amended.
Shares over which Ms. French Gates exercises shared power includes Common Shares held directly by the Bill & Melinda Gates Foundation Trust, of which Ms. French Gates is Co-Trustee. As a result, she may be deemed to share beneficial ownership of such shares.
Percentage beneficial ownership is based on 672,422,354 Common Shares outstanding as of December 31, 2022, as reported by the Issuer on its Form 40-F filed on January 31, 2023. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following box ☐. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 136375102 | SCHEDULE 13G | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
| MELINDA FRENCH GATES | ||||
| By: | /s/ John K. Sage | |||
| Name: | John K. Sage (1) | |||
| Title: | Attorney-in-fact |
|||
| (1) | Duly authorized under Power of Attorney by and on behalf of Melinda French Gates, attached hereto as Exhibit 99.1. |
EXHIBIT 99.1
LIMITED DURABLE POWER OF ATTORNEY
I, MELINDA FRENCH GATES (herein “Principal”), a resident of the State of Washington, as authorized by Revised Code of Washington (“RCW”) 11.125, hereby appoint JOHN K. SAGE and BROOKE ANDERSON to serve together as my co-Agents (“Agent”) for the limited power described below. If a named co-Agent is unwilling or unable to serve, then the remaining co-Agent shall serve alone. While co-Agents are serving together, each Agent shall possess the power to exercise his or her authority by acting alone, without the signature of the other.
1. Power. My Agent shall have full power and authority to execute and deliver any compliance documents as my Agent deems fit with respect to me or any entity managed by my Agent on my behalf, or under any laws of any pertinent governmental jurisdiction or relevant market exchange. Without limitation, this extends to and includes any questionnaires, required or discretionary reports and any and all documents and forms with any governmental office or agency, whether U.S., foreign, state or local government (including, without limitation, the U.S. Securities & Exchange Commission and state securities administrators or commissions), any stock exchange or stock quotation system (including, without limitation, the Nasdaq Stock Market), as may be required, or as my Agent determines to be advisable, under applicable laws, or rules and regulations of any stock exchange or stock quotation system, and to do and perform all and every act and thing whatsoever requisite and necessary or convenient to be done related to any such compliance documents, as fully to all intents and purposes as I might or could do if personally present.
2. Effective Immediately. This document is effective immediately and shall continue in effect regardless of my incompetence or disability and notwithstanding any uncertainty as to whether I am dead or alive, until revoked or terminated in accordance with this document. This document need not be filed of record to be effective.
3. Agent’s Inability to Act/Appointment of Successor Agent. If the need arises for an independent person to serve as a successor Agent, I give my then-serving Agent the power to designate a successor, as authorized in RCW 11.125.110.
4. Release of Information. Any third party from whom my Agent may request information necessary to execute the powers and authorities granted herein may release and deliver all such information, records and documents to my Agent. I hereby waive any confidentiality that may apply to the release of such information, records or documents.
5. Termination. This Power of Attorney may be terminated by:
5.1 My giving written notice to the Agent, or recording a written notice of termination with the appropriate records officer of the county of my residence;
5.2 A guardian of my estate after court approval of the termination; or
5.3 My death upon actual knowledge or written notice thereof received by the Agent.
6. Independent Person. For purposes of this document, an “independent person” shall mean any person or entity that is neither a beneficiary of the Principal’s estate plan nor a related or subordinate party to such persons within the meaning of Section 672(c) of the Code.
7. Reliance. My Agent and all persons dealing therewith shall be entitled to rely upon this Power of Attorney, including photographic copies hereof, as long as neither my Agent nor any third person has received actual knowledge of any termination of the Power of Attorney. Any action taken without such knowledge, unless otherwise invalid or unenforceable, shall be binding on my heirs, devisees, legatees and personal representatives.
8. Indemnity. My estate shall hold harmless and indemnify the Agent from all liability for acts done in good faith and not in fraud of the Principal.
9. Applicable Law. The laws of the State of Washington shall govern this document.
| Signed on Dec. 14, 2021 | ||
| /s/ Melinda F. Gates | ||
| MELINDA FRENCH GATES |
| STATE OF WASHINGTON | ) | |
| )ss | ||
| COUNTY OF KING | ) |
I certify that I know or have satisfactory evidence that MELINDA FRENCH GATES is the person who appeared before me, and she acknowledged that she signed this instrument and acknowledged it to be her free and voluntary act for the uses and purposes mentioned in the instrument.
DATED: 12/14/2021
| /s/ Paola M. Quinones | ||
| Signature of Notary Public | ||
| Paola M. Quinones | ||
| Printed name of Notary Public | ||
| My appointment expires: 01/12/2022 |